UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                        FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended APRIL 4, 2009

                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ----to----

            COMMISSION FILE NUMBER 1-1361

            Tootsie Roll Industries, Inc.
 (Exact Name of Registrant as Specified in its Charter)

       VIRGINIA                     22-1318955
 (State of Incorporation)    (I.R.S. Employer Identification No.)

7401 South Cicero Avenue, Chicago, Illinois      60629
    (Address of Principal Executive Offices)        (Zip Code)

                      773-838-3400
        (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                   Yes  X         No ___

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files)

                   Yes ___        No ___

Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "accelerated filer," "large accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer X                Accelerated filer   _
Non-accelerated filer  __                Smaller reporting company ___

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)

                   Yes            No  X

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (April
4, 2009)

Class                                             Outstanding

Common Stock, $.69 4/9 par value                  36,513,865
Class B Common Stock, $.69 4/9 par value          19,932,500




         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES



                         APRIL 4, 2009



                             INDEX

                                                  Page No.
Part I -   Financial Information

  Item 1.   Financial Statements:

            Condensed Consolidated Statements of
             Financial Position                                    2

            Condensed Consolidated Statements of Earnings,
             Comprehensive Earnings and Retained Earnings          3

            Condensed Consolidated Statements of Cash Flows        4

            Notes to Condensed Consolidated Financial Statements   5


  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   6

  Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                           6F

  Item 4.   Controls and Procedures                                6F

Part II -   Other Information

  Item 2.   Unregistered Sales of Equity Securities and
             Use of Proceeds                                       7

  Item 6.   Exhibits                                               7

  Signatures                                                       7

  Certifications                                                   7A-C

This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of Section 27A  of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.  See "Information Regarding Forward-
Looking Statements" under Part I - Item 2 "Management's Discussion and Analysis
of Financial Condition and Results of Operations" of this Quarterly Report on
Form 10-Q.


<TABLE>                       PART 1. FINANCIAL INFORMATION
                               ITEM 1. FINANCIAL STATEMENTS
                       TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                (in thousands of dollars)       (UNAUDITED)



ASSETS                                                April 4,        March 29,         Dec. 31,
 CURRENT ASSETS                                          2009            2008            2008____

                                                <c>             <c>               <c>
  Cash & cash equivalents                           $    53,774     $    45,267       $    68,908
  Investments                                            16,257          13,945            17,963
  Trade accounts receivable,
   Less allowances of
   $2,016, $2,084 & $1,923                               26,980          27,395            31,213
  Other receivables                                       2,354           4,789             2,983
  Inventories, at cost
   Finished goods & work in process                      47,159          49,637            34,862
   Raw material & supplies                               23,229          22,938            20,722
  Prepaid expenses                                        7,117           4,193            11,328
  Deferred income taxes                                       -           1,590                 -

   Total current assets                                 176,870         169,754           187,979

 PROPERTY, PLANT & EQUIPMENT, at cost
  Land                                                   19,298          19,398            19,307
  Buildings                                              89,046          88,226            89,077
  Machinery & equipment                                 279,761         265,565           279,100
  Construction in progress                               26,232          10,061            20,701
                                                        414,337         383,250           408,185
 Less-accumulated depreciation                          193,675         180,348           190,557
 Net property, plant and equipment                      220,662         202,902           217,628

 OTHER ASSETS

  Goodwill                                               73,237          73,237            73,237
  Trademarks                                            189,024         189,024           189,024
  Investments                                            50,280          75,011            49,809
  Split dollar life insurance                            74,808          74,944            74,808
  Prepaid expenses                                       10,929               -            10,333
  Investment in joint venture                             8,940          11,002             9,274
                                                        407,218         423,218           406,485

   Total assets                                        $804,750        $795,874          $812,092















                                                    -2-

(The accompanying notes are an integral part of these statements.)

</TABLE>
<TABLE>

                          (in thousands except per share data)      (UNAUDITED)


LIABILITIES AND SHAREHOLDERS' EQUITY                   April 4,        March 29,         Dec. 31,
 CURRENT LIABILITIES                                     2009             2008            2008___

                                                  <c>              <c>             <c>
  Accounts payable                                    $   15,085       $   16,919      $   13,885
  Dividends payable                                           91            4,424           4,401
  Accrued liabilities                                     36,679           38,322          40,335
  Income taxes payable                                         -              509               -
  Deferred income taxes                                      631                -             631
    Total current liabilities                             52,486           60,174          59,252

 NON-CURRENT LIABILITIES

  Deferred income taxes                                   43,427           36,234          43,346
  Postretirement health care and life
    insurance benefits                                    15,847           13,503          15,468
  Industrial development bonds                             7,500            7,500           7,500
  Liability for uncertain tax positions                   19,144           20,496          19,412
  Deferred compensation and other liabilities             32,234           36,668          32,344
    Total non-current liabilities                        118,152          114,401         118,070
    Total liabilities                                    170,638          174,575         177,322

SHAREHOLDERS' EQUITY

 Common Stock, $.69-4/9 par value-
  120,000 shares authorized; 36,514, 35,656 & 35,658
  respectively, issued                                    25,357           24,761          24,762
 Class B common stock, $.69-4/9 par value-
  40,000 shares authorized; 19,932, 19,409 & 19,357,
  respectively, issued                                    13,842           13,478          13,442
 Capital in excess of par value                          498,265          472,067         470,927
 Retained earnings                                       114,172          123,744         142,872
 Accumulated other comprehensive loss                    (15,532)         (10,759)        (15,241)
 Treasury stock (at cost)-
  67, 65 & 65 shares, respectively                        (1,992)          (1,992)         (1,992)
   Total shareholders' equity                            634,112          621,299        $634,770
   Total liabilities and
     shareholders' equity                               $804,750         $795,874        $812,092






















                                                       -2A-

(The accompanying notes are an integral part of these statements.)

</TABLE>
<CAPTION>
<TABLE>


                  TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF
               EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                 (in thousands except per share amounts)   (UNAUDITED)

                                                         13 WEEKS ENDED
                                             April 4, 2009   &  March 29, 2008

                                            <c>                  <c>
Net product sales                               $ 94,054             $ 90,341
Rental and royalty revenue                           977                1,092

Total revenue                                     95,031               91,433

Product cost of goods sold                        60,719               60,629
Rental and royalty cost                              216                  282

Total costs                                       60,935               60,911

Product gross margin                              33,335               29,712
Rental and royalty gross margin                      761                  810

Total gross margin                                34,096               30,522

Selling, marketing and administrative expenses    22,133               20,050

Earnings from operations                          11,963               10,472

Other expense, net                                  (380)              (1,240)

Earnings before income taxes                      11,583                9,232
Provision for income taxes                         3,263                2,779
Net earnings                                       8,320                6,453

Other comprehensive income (loss), before tax:

Foreign currency translation adjustments            (751)               2,916

Unrealized gains (losses) on securities              153               (2,144)

Unrealized gains on derivatives                      386                  574

Other comprehensive income (loss), before tax       (212)               1,346

Income tax (expense) benefit related to items
 of other comprehensive income                       (79)                (379)

Other comprehensive income (loss), net of tax       (291)                 967

Comprehensive earnings                          $  8,029             $  7,364

Retained earnings at beginning of period        $142,872             $156,752
Net earnings                                       8,320                6,453
Cash dividends                                    (4,391)              (4,296)
Stock dividends - 3%                             (32,629)             (35,165)

Retained earnings at end of period              $114,172             $123,744

Net earnings per share                             $0.15                $0.11
Dividends per share *                              $0.08                $0.08

Average number of shares outstanding              56,539               57,185

*Does not include 3% stock dividend to shareholders of record on 3/10/09 and 3/10/08.

                                      -3-
(The accompanying notes are an integral part of these statements.)
</TABLE>

<TABLE>
                         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (in thousands of dollars)       (UNAUDITED)

                                                           13 WEEKS ENDED
                                                 April 4, 2009     &  March 29, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:

                                                  <c>                 <c>
Net earnings                                          $  8,320            $  6,453
Adjustments to reconcile net earnings to
 net cash provided by operating activities:
  Depreciation and amortization                          4,158               3,988
  Amortization of marketable securities                     86                  97
  Net sales (purchases) of trading securities, net        (693)                632
  Changes in operating assets and liabilities:
   Accounts receivable                                   4,160               5,043
   Other receivables                                     1,015              (1,302)
   Inventories                                         (14,884)            (15,091)
   Prepaid expenses and other assets                     3,596               2,373
   Accounts payable and accrued liabilities             (2,421)              1,573
   Income taxes payable and deferred                      (287)                881
   Postretirement health care and life
    insurance benefits                                     379                 289
   Deferred compensation and other liabilities             240              (1,193)
   Other                                                  (188)                 85

Net cash provided by operating activities                3,481               3,828

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                  (7,287)             (5,394)
  Purchase of available for sale securities                  -             (23,236)
  Sale and maturity of available for
   sale securities                                       1,669              36,736

Net cash provided by (used in) investing activities     (5,618)              8,106

CASH FLOWS FROM FINANCING ACTIVITIES:

  Dividends paid in cash                                (8,792)             (4,339)
  Shares repurchased and retired                        (4,205)            (19,934)

Net cash used in financing activities                  (12,997)            (24,273)

Increase (decrease) in cash and cash equivalents       (15,134)            (12,339)
Cash and cash equivalents beginning of year             68,908              57,606

Cash and cash equivalents end of quarter              $ 53,774            $ 45,267

Supplemental cash flow information:
  Income taxes paid                                   $    758            $    411
  Interest paid                                       $    126            $     50
  Stock dividend issued                               $ 32,537            $ 35,043


(The accompanying notes are an integral part of these statements.)





                                            -4-
(The accompanying notes are an integral part of these statements.)

</TABLE>



          TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         APRIL 4, 2009
       (in thousands except per share amounts) (UNAUDITED)


Note 1 - Foregoing data has been prepared from the unaudited financial
         records of Tootsie Roll Industries, Inc. and Subsidiaries
         (the Company) and in the opinion of management all adjustments
         necessary for a fair statement of the results for the interim
         period have been reflected.  All adjustments were of a normal
         and recurring nature.  Certain reclassifications have been made
         to the prior year financial statements to conform to the current
         year presentation.  These consolidated financial statements
         should be read in conjunction with the consolidated financial
         statements and the related notes included in the Company's 2008
         Annual Report on Form 10-K.


Note 2 - Average shares outstanding for the period ended April 4, 2009
         reflects stock repurchases of 213 shares for $4,205 and a 3%
         stock dividend distributed on April 9, 2009. Average shares
         outstanding for the period ended March 29, 2008 reflects stock
         repurchases of 839 shares for $19,934 and a 3% stock dividend
         distributed on April 10, 2008.


Note 3 - Results of operations for the period ended April 4, 2009 are not
         necessarily indicative of results to be expected for the year to end
         December 31, 2009 because of the seasonal nature of the Company's
         operations.  Historically, the third quarter has been the Company's
         largest sales quarter due to Halloween sales.  The Company's quarterly
         financial reporting is based on thirteen week periods, the first
         quarter of 2009 ended on April 4, 2009, and benefited from three
         additional shipping days compared to the same period of the prior year.


Note 4 - The Company is subject to taxation in the U.S. and various state and
         foreign jurisdictions.  The Company remains subject to examination by
         U.S. federal and state and foreign tax authorities for the years 2005
         through 2007.  With few exceptions, the Company is no longer subject
         to examinations by tax authorities for year 2004 and prior. The
         Company experienced a decrease in state income tax expense due to the
         effective conclusion of an income tax audit in first quarter 2009 and
         resulting favorable adjustment.


Note 5 - Fair Value Measurements

         In the first quarter of 2009, the Company adopted FASB statement 157,
         "Fair Value Measurements," (SFAS 157) for non-financial assets and
         liabilities that are not recognized or disclosed at fair value in the
         financial statements on a recurring basis. This adoption did not have
         a material impact on the Company's financial position or results of
         operations.

         The Company's investments are carried at fair value which is measured
         on a recurring basis and adjusted each time a financial statement is
         prepared.  In determining fair value of financial instruments, the
         Company uses various prescribed techniques. The availability of inputs
         observable in the market varies from instrument to instrument and
         depends on a variety of factors including the type of instrument,
         whether the instrument is actively traded, and other characteristics
         particular to the instrument.

                                  -5-

<TABLE>

         For many financial instruments, pricing inputs are readily observable
         in the market, the valuation methodology used is widely accepted by
         market participants, and the valuation does not require significant
         management discretion. For other financial instruments, pricing inputs
         are less observable in the market and may require management judgment.

         The Company assesses the inputs used to measure fair value using a
         three-tier hierarchy, as prescribed under SFAS 157. The hierarchy
         indicates the extent to which inputs used in measuring fair value are
         observable in the market. Level 1 inputs include quoted prices for
         identical instruments and are the most observable. Level 2 inputs
         include quoted prices for similar assets and observable inputs such as
         interest rates, foreign currency exchange rates, commodity rates and
         yield curves. Level 3 inputs are not observable in the market and
         include management's own judgments about the assumptions market
         participants would use in pricing the asset or liability.  The use of
         observable and unobservable inputs is reflected in the hierarchy
         assessment disclosed in the table below.

         As of April 4, 2009, the Company held certain financial instruments
         that were required to be measured at fair value on a recurring basis.
         These included cash and cash equivalents, derivative hedging
         instruments related to Canadian dollar forward purchase contracts, and
         investments in trading securities and available for sale securities,
         including auction rate securities (ARS).  The Company's available for
         sale and trading securities principally consist of municipal bonds and
         mutual funds that are publicly traded.

         The following table presents information about the Company's financial
         assets measured at fair value as of April 4, 2009, and indicates the
         fair value hierarchy of the valuation techniques utilized by the
         Company to determine such fair value:


                                              Estimated Fair Value April 4, 2009

                                                  Total                 Input Levels Used
Description                                    Fair Value       Level 1      Level 2      Level 3

                                        <c>          <c>         <c>           <c>
Cash and Cash Equivalents                   $ 53,774     $ 53,774
Auction Rate Securities (ARS)                  8,410                               $ 8,410
Available-For-Sale Securities excluding ARS   31,760                 $ 31,760
Derivatives                                      734          734
Trading Securities                            26,367       26,367       _______     ______

Total Assets Measured at Fair Value         $121,045     $ 80,875      $ 31,760    $ 8,410


         As of April 4, the Company's long term investments include $8,410
         ($13,550 original cost) of Jefferson County Alabama Sewer Revenue
         Refunding Warrants, an ARS, originally purchased with an AAA rating.
         The fair value remained unchanged from December 31, 2008. The Company
         estimated the fair value of this ARS utilizing a valuation model with
         Level 3 inputs as of April 4, 2009. This valuation model considered,
         among other items, the credit risk of the collateral underlying the
         ARS, the credit risk of the bond insurer, interest rates, and the
         amount and timing of expected future cash flows including the
         Company's assumption about the market  expectation of the next
         successful auction.  The Company classified this ARS as non-current
         and has included it in long term investments on the Consolidated
         Statements of Financial Position at April 4, 2009 because the Company
         believes that the current condition of the ARS market may take more

                                  -5A-
</TABLE>



         than twelve months to improve.  Available for sale securities which
         utilize Level 2 inputs consist primarily of municipal bonds, which are
         valued based on quoted market prices or alternative pricing sources
         with reasonable levels of price transparency.


Note 6 - Derivative Instruments and Hedging Activities

         In March 2008, the FASB issued statement 161, "Disclosures about
         Derivative Instruments and Hedging Activities - an amendment of FASB
         Statement No. 133" (SFAS 161).  This statement requires qualitative
         disclosures about objectives and strategies for using derivatives,
         quantitative disclosures about fair value amounts of derivative
         instruments and related gains and losses, and disclosures about
         credit-risk-related contingent features in derivative agreements.
         The Company adopted SFAS 161 during the first quarter of 2009, and the
         adoption did not impact its financial condition, results of operations
         or cash flow.

         From time to time, the Company enters into futures contracts.
         Commodity futures are intended and effective as hedges of market price
         risks associated with the anticipated purchase of certain raw materials
         (primarily sugar). Foreign currency forward contracts are intended and
         effective as hedges of the Company's exposure to the variability of
         cash flows, primarily related to the foreign exchange rate changes of
        products manufactured in Canada and sold in the United States, and
        periodic equipment purchases from foreign suppliers denominated in
        a foreign currency.  The Company does not engage in trading or other
         speculative use of derivative instruments.

         The Company's futures contracts are being accounted for as cash flow
         hedges and are recorded on the balance sheet at fair value.  Changes
         therein are recorded in accumulated other comprehensive loss, net of
         tax, and are reclassified to earnings in the periods in which earnings
         are affected by the hedged item.  Substantially all amounts reported in
         accumulated other comprehensive loss are expected to be reclassified to
         cost of goods sold.

         The Company utilizes foreign currency forward contracts to reduce the
         effects of fluctuations in exchange rates, primarily relating to the
         Canadian dollar.  As of April 4, 2009, the Company had foreign currency
         forward contracts outstanding with a notional amount of $26,195 that
         hedged its exposure to changes in foreign currency exchange rates for
         its costs of manufacturing certain products in Canada for the U.S.
         market.  The fair value of foreign currency forward contracts, using
         Level 1 inputs, was an asset of $734 as of April 4, 2009, and this
         asset is recorded in other receivables.

         During the quarter ended April 4, 2009, the Company recorded $425 of
         existing net derivative gains in accumulated other comprehensive loss
         which is a component of shareholders' equity in the statement of
         financial position.  The Company also recognized a gain of $54 for the
         change in the  exchange rates from December 31, 2008 to the settlement
         dates of its foreign currency forward contracts that were settled
         during the quarter ended April 4, 2009.  The Company expects to
         reclassify existing net gains of approximately $312 from accumulated
         other comprehensive loss to net earnings during the next twelve
         months.

         The Company utilizes commodities futures contracts to mitigate the
         effect of commodity cost fluctuations on certain ingredients, primarily
         sugar.  As of April 4, 2009, the Company had no outstanding commodities
         futures contracts.

                                  -5B-


Note 7 - New Accounting Pronouncements

         In April 2008, the FASB issued FASB Staff Position No. 142-3,
         "Determination of the Useful Life of Intangible Assets" (FSP 142-3).
         FSP 142-3 amends the factors to be considered in developing renewal or
         extension assumptions used to determine the useful life of intangible
         assets under SFAS No. 142, "Goodwill and Other Intangible Assets."  The
         intent of FSP 142-3 is to improve the consistency between the useful
         life of an intangible asset and the period of expected cash flows used
         to measure its fair value. FSP 142-3 was effective for first quarter
         2009. The Company does not expect FSP 142-3 to have a material impact
         on the accounting for future acquisitions of intangible assets, but the
         potential impact is dependent upon the acquisitions of intangible
         assets in the future.

         In April 2009, the FASB issued FASB Staff Position No. 157-4,
         "Determining Fair Value When the Volume and Level of Activity for the
         Asset or Liability Have Significantly Decreased and Identifying
         Transactions That Are Not Orderly" (FSP 157-4).  FSP 157-4 provides
         guidance on (1) estimating the fair value of an asset or liability
         when the volume and level of activity for the asset or liability have
         significantly decreased and (2) identifying transactions that are not
         orderly.  FSP 157-4 is effective for interim and annual periods ending
         after June 15, 2009. The Company is in the process of evaluating the
         impact of FSP 157-4, but does not expect it to have a material impact
         on the Company's consolidated financial statements.

         In April 2009, the FASB issued FASB Staff Position No. 115-2 and FAS
         124-2, "Recognition and Presentation of Other-Than-Temporary
         Impairments" (FSP 115-2).  FSP 115-2 amends the other-than-temporary
         impairment guidance for debt securities to make the guidance more
         operational and to improve the presentation and disclosure of other-
         than-temporary impairments on debt and equity securities. FSP 115-2 is
         effective for interim and annual periods ending after June 15, 2009.
         The Company is in the process of evaluating the impact of FSP 115-2,
         but does not expect it to have a material impact on the Company's
         consolidated financial statements.

         In April 2009, the FASB issued FASB Staff Position No. 107-1 and
         APB 28-1, "Interim Disclosures about Fair Value of Financial
         Instruments" (FSP 107-1).  FSP 107-1 requires disclosures about the
         fair value of financial instruments in interim reporting periods of
         publicly traded companies as well as in annual financial statements.
         FSP 107-1 is effective for interim periods ending after June 15, 2009.
         The Company is in the process of evaluating the impact of FSP 107-1,
         but does not expect it to have a material impact on the Company's
         consolidated financial statements.














                                  -5C-





               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                   (in thousands except per share amounts)


The following is management's discussion of the Company's operating results and
analysis of factors that have affected the accompanying Condensed Consolidated
Statement of Earnings.


NET PRODUCT SALES:                         Net change in
                                       First Quarter, 2009
              First Quarter                    vs.
           2009          2008          First Quarter, 2008
         $94,054        $90,341               4.1 %


First quarter 2009 net product sales were $94,054 compared to $90,341 in first
quarter 2008, an increase of $3,713 or 4.1%.  First quarter sales benefited from
successful marketing programs and selective price increases. The first quarter
2009 sales increase also reflects the timing of the comparative quarter end
reporting periods which resulted in three additional shipping days in first
quarter 2009 compared to first quarter 2008. The Company operates in thirteen
week quarterly periods which must be adjusted from time to time in order to
coincide with the Company's calendar year end reporting. Although consolidated
net sales increased in first quarter 2009, such sales reflect declines in sales
outside of the United States, including the adverse effects of certain foreign
sales, primarily in Mexico, that are translated into a stronger U.S. dollar
currency.

First quarter 2009 net product sales were $94,054 compared to $115,432 in fourth
quarter 2008. Other than the factors affecting first quarter 2009 net product
sales discussed above, this decrease in net product sales is not considered
unusual, as the first quarter of the year is historically the Company's lowest
sales quarter.


PRODUCT COST OF GOODS SOLD:

              First Quarter                 Percentage of Net Product Sales
          2009           2008                1st Qtr. 2009    1st Qtr. 2008
        $60,719        $60,629                    64.6%          67.1%


Product cost of goods sold as a percentage of net product sales decreased from
67.1% in first quarter 2008 to 64.6% in first quarter 2009. This favorable
decrease in product cost of goods sold as a percentage of net product sales is
primarily the result of selective price increases, lower product costs for
products manufactured in Canada due to more favorable foreign exchange rates,
and the overall benefits of additional sales and production volumes, including
improved plant efficiencies. The Company's ingredient unit costs, in the
aggregate during first quarter 2009, were generally comparable to first quarter
2008. As a result of the above discussed factors, product gross margin increased
from 32.9% in first quarter 2008 to 35.4% in first quarter 2009, an increase of
2.5% as a percentage of net product sales.






                                  -6-



SELLING, MARKETING AND ADMINISTRATIVE EXPENSES:

              First Quarter                Percentage of Net Product Sales
         2009             2008              1st Qtr. 2009    1st Qtr. 2008
       $22,133           $20,050                 23.5%          22.2%


Selling, marketing and administrative expenses increased from $20,050 in first
quarter 2008 to $22,133 in first quarter 2009, an increase of $2,083 or 10.4%.
This increase primarily reflects the increase in certain variable operating
expenses relating to higher net product sales, changes in deferred compensation
expense as discussed below, increases in certain accrued compensation and
incentive awards that are generally adjusted for changes in net earnings, and
an increase in bad debt expense in the comparative quarterly periods.
However, selling, marketing and administrative expenses did favorably benefit
from lower energy and fuel costs relating to freight and delivery.  As a
percentage of net product sales, selling, marketing and administrative
operating expenses increased from 22.2% in 2008 to 23.5% in 2009, principally
reflecting the above discussed factors.

First quarter earnings from operations were $11,963 and $10,472 in 2009 and
2008, respectively, an increase of $1,491 or 14.2%.  As a percentage of net
product sales, income from operations was 12.7% and 11.6% in first quarter 2009
and 2008, respectively, an increase of 1.1% as a percent of net product sales.
Results for first quarter 2009 were favorably impacted by improved gross profit
margins as well as other factors which are discussed above.


NET EARNINGS:

              First Quarter               Percentage of Net Product Sales
          2009             2008            1st Qtr. 2009    1st Qtr. 2008
         $8,320           $6,453                8.8%            7.1%


Other expense, net was $(380) in first quarter 2009 compared to $(1,240) in
first quarter 2008, a net decrease of $860.  Other expense, net in 2009 and 2008
includes $327 and $1,970, respectively, of investment losses on trading
securities relating to deferred compensation plans; the aforementioned losses
resulted in a corresponding decrease in deferred compensation expense included
in aggregate cost of products sold and selling, marketing and administrative
expenses in the corresponding first quarter periods.

The consolidated effective income tax rate decreased from 30.1% in first quarter
2008 to 28.2% in first quarter 2009, a favorable decline of 1.9%.  The afore-
mentioned decrease principally reflects a decrease in state income tax expense
due to the effective conclusion of an income tax audit in first quarter 2009 and
resulting favorable adjustment.

First quarter 2009 net earnings were $8,320 compared to first quarter 2008 net
earnings of $6,453.  First quarter 2009 earnings per share were $0.15 compared
to $0.11 in first quarter 2008, an increase of $0.04 per share or 36%.  In
addition to the factors discussed above, earnings per share benefited from fewer
shares outstanding as a result of the Company's share repurchases during the
trailing twelve months, including first quarter 2009.







                                    -6A-



Goodwill and intangibles are assessed annually as of December 31 or
whenever events or circumstances indicate that the carrying values may not be
recoverable from future cash flows. The Company has not ascertained any
triggering events, as defined, or other adverse information that would indicate
a material impairment of its goodwill or intangibles in first quarter 2009.


LIQUIDITY AND CAPITAL RESOURCES:

The Company's current ratio (current assets divided by current liabilities) was
3.4 to 1 as of the end of first quarter 2009 as compared to 2.8 to 1 as of the
end of first quarter 2008 and 3.2 to 1 as of the end of fourth quarter 2008.
Net working capital was $124,384 as of the end of first quarter 2009 as compared
to $109,580 and $128,727 as of the end of first quarter 2008 and fourth quarter
2008, respectively.  The aforementioned net working capital amounts are
principally reflected in aggregate cash and cash equivalents and short-term
investments which totaled $70,031 as of the end of first quarter 2009 compared
to $59,212 and $86,871, as of the end of first quarter 2008 and fourth quarter
2008, respectively. In addition, long term investments, principally debt
securities comprising municipal bonds, were $50,280 (including $8,410 of
Jefferson County auction rate securities (ARS) discussed below) as of the end of
first quarter 2009, as compared to $75,011 and $49,809 as of the end of first
quarter 2008 and fourth quarter 2008, respectively. Aggregate cash and cash
equivalents and short and long-term investments were $120,311, $134,223,
$136,680, for first quarter ended 2009 and 2008, and fourth quarter 2008,
respectively. Investments in municipal bonds and other debt securities that
matured during first quarters 2009 and 2008 were generally used to purchase the
Company's common stock or were replaced with debt securities of similar
maturities.

During fourth quarter 2008, the Company determined that the fair value of the
Jefferson County ARS resulted in an other than temporary impairment, as defined,
and recorded an after-tax charge of $3,328 ($5,140 pre-tax charge). The adverse
events in 2008 relating to Jefferson County and its insurer, Financial Guaranty
Insurance Company (FIGIC), continue in 2009, and the auction for this ARS has
continued to fail in 2009.  Therefore, as of April 4, 2009, the Company has
continued to estimate the fair value of this ARS utilizing a valuation model
with Level 3 inputs as defined by SFAS 157, "Fair Value Measurements". The
Company has classified this ARS as non-current and has included it in long term
investments as of April 4, 2009 because the Company believes that the financial
conditions of the ARS market and FIGIC may take more than twelve months to
resolve. Future decreases in the fair value of this ARS could also be classified
as other than temporary and result in additional charges to earnings.
Notwithstanding, the Company continues to receive all contractual interest
payments on this ARS on a timely basis, there has been no default, it is insured
by FIGIC and the Company has the intent and ability to hold this ARS until
recovery assuming that it occurs in a reasonable number of years. See also Note
5 for further discussion and disclosure regarding the determination of fair
value and related accounting.


Net cash provided by operating activities was $3,481 for first quarter 2009, as
compared to $3,828 for first quarter 2008. The aforementioned change in net
cash provided by operating activities principally reflects the $1,867 increase
in net earnings for the comparative periods, and the timing of payments and cash
flows relating to inventories, income taxes payable and deferred, and accounts
payable and accrued liabilities, including the timing of the quarterly dividend




                                    -6B-



payment in the comparative quarterly periods.  Capital expenditures for first
quarter 2009 and 2008 were $7,287 and $5,394, respectively. Capital expenditures
for the 2009 year are anticipated to be generally in line with historical
annualized spending, and are to be funded from the Company's cash flow from
operations and internal sources.

Cash dividends declared in first quarter 2009 and 2008 were $4,391 and $4,296,
respectively. However, dividends paid in cash were $8,792 and $4,339, in first
quarter 2009 and 2008, respectively. The difference between dividends declared
and dividends paid is due to the timing of the payment of the first quarter
dividends in the quarterly periods.

During first quarter 2009, the Company purchased and retired 213 of its shares
of common stock for $4,205.  The Company purchased and retired 839 of its shares
of common stock for $19,934 during first quarter 2008.


NEW ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued statement 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133"
(SFAS 161).  This statement requires qualitative disclosures about objectives
and strategies for using derivatives, quantitative disclosures about fair value
amounts of derivative instruments and related gains and losses, and disclosures
about credit-risk-related contingent features in derivative agreements.  The
Company adopted SFAS 161 during the first quarter of 2009 and the adoption did
not impact its financial condition, results of operations or cash flow.

The Company utilizes commodities futures contracts to mitigate the effect of
commodity cost fluctuations on certain ingredients, primarily sugar. The Company
enters into futures contracts that are intended and effective as hedges of
market price risks associated with the anticipated purchase of such ingredients.
The Company also periodically enters into foreign currency forward contracts
that are intended and effective as hedges of the Company's exposure to the
variability of cash flows, including the foreign exchange rate changes of
products manufactured in Canada and sold in the United States, and periodic
equipment purchases from foreign suppliers denominated in a foreign currency.
The Company does not engage in trading or other speculative use of derivative
instruments.

As of April 4, 2009, the Company had Canadian dollar foreign currency forward
contracts outstanding with a notional amount of $26,195 that hedged its exposure
to changes in foreign currency exchange rates for products to be manufactured in
Canada for the U.S. market. Such contracts hedge a portion of Canadian dollar
cash flows for the years 2009 through 2011. The fair value of these foreign
currency forward contracts, using level 1 inputs, reflects an asset of $734 as
of April 4, 2009 which is included in other receivables in the Company's
condensed statements of financial position.

The Company's futures contracts are being accounted for as cash flow hedges and
are recorded on the balance sheet at fair value.  Changes therein are recorded
in accumulated other comprehensive loss, net of tax, and are reclassified to
earnings in the periods in which earnings are affected by the hedged item.
Substantially all amounts reported in accumulated other comprehensive loss are
expected to be reclassified to cost of goods sold. Gains and losses on
derivatives not designated for hedge accounting are recognized in earnings
currently.



                                    -6C-



During the quarter ended April 4, 2009, the Company recorded $425 of existing
net derivative gains in accumulated other comprehensive loss which is a
component of shareholders' equity in the statement of financial position.
The Company also recognized a gain of $54 for the change in the exchange rates
from December 31, 2008 to the settlement dates of its foreign currency forward
contracts that were settled during the quarter ended April 4, 2009.  The Company
expects to reclassify existing net gains of approximately $312 from accumulated
other comprehensive loss to net earnings during the next twelve months.

As of April 4, 2009, the Company had no outstanding commodities futures
contracts. The fair value of any existing commodities futures contracts, using
Level 1 inputs, would be recorded in other receivables.  Any existing gain or
loss on the hedged items attributable to this hedged risk would be included in
cost of goods sold.

In February 2008, the FASB issued FSP FAS 157-2, "Effective Date of FASB
Statement No 157" (FAP FAS 157-2). FSP FAS 157-2 delayed the effective date for
SFAS 157 for certain non-financial assets and non-financial liabilities,
including goodwill and other intangible assets. The Company's adoption of FSP
FAS 157-2 in first quarter 2009 did not have a material effect on its financial
statements.

In December 2007, the FASB issued SFAS 141(R), "Business Combinations", and SFAS
160, "Non-controlling Interests in Consolidated Financial Statements", which
affect the accounting for business combinations and the reporting of
non-controlling interests in consolidated financial statements. These statements
became effective for fiscal years beginning after December 15, 2008, and will
principally affect the Company's accounting relating to future acquisitions. The
Company's adoption of these statements in first quarter 2009 did not have any
effect on its financial statements.

In April 2008, the FASB issued FASB Staff Position No. 142-3, "Determination of
the Useful Life of Intangible Assets" (FSP 142-3).  FSP 142-3 amends the
factors to be considered in developing renewal or extension assumptions used to
determine the useful life of intangible assets under SFAS No. 142, "Goodwill and
Other Intangible Assets."  The intent of FSP 142-3 is to improve the consistency
between the useful life of an intangible asset and the period of expected cash
flows used to measure its fair value. FSP 142-3 was effective for first quarter
2009. The Company does not expect FSP 142-3 to have a material impact on the
accounting for future acquisitions or renewals of intangible assets, but the
potential impact is dependent upon the acquisitions of intangible assets in the
future.

In April 2009, the FASB issued FASB Staff Position No. 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly"
(FSP 157-4). FSP 157-4 provides guidance on (1) estimating the fair value of an
asset or liability when the volume and level of activity for the asset or
liability have significantly decreased and (2) identifying transactions that
are not orderly. FSP 157-4 is effective for interim and annual periods ending
after June 15, 2009.  The Company is in the process of evaluating the impact of
FSP 157-4, but does not expect it to have a material impact on the Company's
consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. 115-2 and FAS 124-2,
"Recognition and Presentation of Other-Than-Temporary Impairments"
(FSP 115-2).  FSP 115-2 amends the other-than-temporary impairment guidance
for debt securities to make the guidance more operational and to improve the



                                    -6D-



presentation and disclosure of other-than-temporary impairments on debt and
equity securities.  FSP 115-2 is effective for interim and annual periods ending
after June 15, 2009. The Company is in the process of evaluating the impact of
FSP 115-2, but does not expect it to have a material impact on the Company's
consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position No. 107-1 and APB 28-1,
"Interim Disclosures about Fair Value of Financial Instruments" (FSP 107-1).
FSP 107-1 requires disclosures about the fair value of financial instruments in
interim reporting periods of publicly traded companies as well as in annual
financial statements. FSP 107-1 is effective for interim periods ending after
June 15, 2009.  The Company is in the process of evaluating the impact of
FSP 107-1, but does not expect it to have a material impact on the Company's
consolidated financial statements.


INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This discussion and certain other sections contain forward-looking statements
that are based largely on the Company's current expectations and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements can be identified by the use of
words such as "anticipated," "believe," "expect," "intend," "estimate,"
"project," and other words of similar meaning in connection with a discussion of
future operating or financial performance and are subject to certain factors,
risks, trends and uncertainties that could cause actual results and achievements
to differ materially from those expressed in the forward-looking statements.

Such factors, risks, trends and uncertainties, which in some instances are
beyond the Company's control, including without limitation, the following:  (i)
significant competitive activity, including advertising, promotional and price
competition, and changes in consumer demand for the Company's products;  (ii)
fluctuations in the cost and availability of various ingredients and packaging
materials; (iii) inherent risks in the marketplace, including uncertainties
about trade and consumer acceptance and seasonal events such as Halloween; (iv)
the effect of acquisitions on the Company's results of operations and financial
condition; (v) the effect of changes in foreign currencies on the Company's
foreign subsidiaries operating results, and the effect of the Canadian dollar on
products manufactured in Canada and marketed and sold in the United States in
U.S. dollars; (vi) the Company's reliance on third-party vendors for various
goods and services; (vii) the Company's ability to successfully implement new
production processes and lines; (viii) the effect of changes in assumptions,
including discount rates, sales growth and profit margins, and the capability to
pass along higher ingredient and other input costs through price increases,
relating to the Company's impairment testing and analysis of its goodwill and
trademarks; (ix) changes in the confectionery marketplace including actions
taken by major retailers and customers; (x) customer, consumer and competitor
response to marketing programs and price and product weight adjustments, and new
products; (xi) dependence on significant customers, including volume and timing
of their purchases, and availability of shelf space; (xii) increases in energy
costs, including freight and delivery, that cannot be passed along to customers
through increased prices due to competitive reasons; (xiii) any significant
labor stoppages, strikes or production interruptions; (xiv) changes in
governmental laws and regulations including taxes and tariffs; (xv) the risk
that the market value of Company's investments could decline including being
classified as "other than temporary" as defined, and (xvi) the potential effects
of the current and future recessionary economic conditions.  In addition, the
Company's results may be affected by general factors, such as overall economic
conditions, financial and securities' market factors, political developments,


                                    -6E-



currency exchange rates, interest and inflation rates, accounting standards,
taxes, and laws and regulations affecting the Company in markets where it
competes and those factors described in Part 1, Item 1A "Risk Factors" and
elsewhere in the Company's Annual Report on Form 10-K and in other Company
filings, including quarterly reports on Form 10-Q, with the Securities and
Exchange Commission.

The risk factors identified and referred to above are believed to be significant
factors, but not necessarily all of the significant factors that could cause
actual results to differ from those expressed in any forward-looking statement.
Readers are cautioned not to place undue reliance on such forward-looking
statements, which are made only as of the date of this report.  The Company
undertakes no obligation to update such forward-looking statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK:

The Company is exposed to various market risks, including fluctuations in sugar,
corn syrup, edible oils, including soybean oil, cocoa, dextrose, milk and whey,
and gum-base input ingredients and packaging and fuel costs. The Company is
exposed to exchange rate fluctuations in the Canadian dollar which is the
currency used for a portion of the raw material and packaging material costs and
operating expenses at its Canadian plants.  The Company invests in securities
with maturities or auction dates of up to three years, the majority of which are
held to maturity, which limits the Company's exposure to interest rate
fluctuations.  There has been no material change in the Company's market risks
that would significantly affect the disclosures made in the Form 10-K for the
year ended December 31, 2008.


Item 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the Chief
Executive Officer and Chief Financial Officer of the Company have evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of April 4, 2009 and, based on their evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that these controls
and procedures are effective.  Disclosure controls and procedures are designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.  Disclosure
controls and procedures are also designed to ensure that information is
accumulated and communicated to management, including the Chief Executive
Officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

There has been no change in the Company's internal control over financial
reporting that occurred during the Company's fiscal quarter ended April 4, 2009
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.












                                    -6F-

<TABLE>

                    PART II - OTHER INFORMATION

                    TOOTSIE ROLL INDUSTRIES, INC.
                          AND SUBSIDIARIES

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


                                                                             Approximate Dollar
                    (a) Total     (b) Average               Shares           Value of Shares that
                    Number of     Price Paid per     Purchased as Part of    May Yet Be Purchased
                      Shares         Share        Publicly Announced Plans   Under the Plans
  Period            Purchased                          Or Programs               or Programs_____

                 
          <c>               <c>                       <c>
JAN 1 TO JAN 31            -      $     -           NOT APPLICABLE            NOT APPLICABLE

FEB 1 TO FEB 28            -            -           NOT APPLICABLE            NOT APPLICABLE

MAR 1 TO APR 4       212,600          19.74         NOT APPLICABLE            NOT APPLICABLE

TOTAL                212,600      $   19.74

     While the Company does not have a formal or publicly announced stock
repurchase program, the Company's board of directors periodically authorizes
a dollar amount for share repurchases.  The treasurer executes share
repurchase transactions according to these guidelines.


Item 6. EXHIBITS

    Exhibits 31.1 and 31.2 - Certifications Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.

    Exhibit 32 - Certification Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.






                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                            TOOTSIE ROLL INDUSTRIES, INC.

Date:  May 13, 2009         BY:/S/MELVIN J. GORDON
                               Melvin J. Gordon
                               Chairman and Chief
                               Executive Officer

Date:  May 13, 2009         BY:/S/G. HOWARD EMBER, JR.
                               G. Howard Ember, Jr.
                               V.P./Finance and
                               Chief Financial Officer




                               -7-
</TABLE>


                                                                   Exhibit 31.1

                                      CERTIFICATION

I, Melvin J. Gordon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
    Industries, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

a)     designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b)     designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c)     evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)     all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  May 13, 2009


                                    By:    /S/MELVIN J. GORDON
                                           Melvin J. Gordon
                                           Chairman and Chief Executive Officer





                               -7A-
                                                                   Exhibit 31.2

                                      CERTIFICATION

I, G. Howard Ember, Jr. certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
    Industries, Inc,;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

a)     designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b)     designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;


c)     evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d)     disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)     all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  May 13, 2009


                                    By:    /S/G. HOWARD EMBER, JR.
                                           G. Howard Ember, Jr.
                                           Vice President/Finance and
                                           Chief Financial Officer



                               -7B-


                                                         Exhibit 32


    Certificate Pursuant to Section 1350 of Chapter 63
           Of Title 18 of the United States Code


    Each of the undersigned officers of Tootsie Roll Industries, Inc.

Certifies that (i) the Quarterly Report on Form 10-Q of Tootsie Roll

Industries, Inc. for the quarterly period ended April 4, 2009 (the

Form 10-Q) fully complies with the requirements of section 13(a) or

15(d) of the Securities Exchange Act of 1934 and (ii) the information

contained in the Form 10-Q fairly presents, in all material respects,

the financial condition and results of operations of Tootsie Roll

Industries, Inc. and its subsidiaries.









Dated: May 13, 2009                  /S/MELVIN J. GORDON
                                     Melvin J. Gordon
                                     Chairman and Chief
                                     Executive Officer



Dated: May 13, 2009                  /S/G. HOWARD EMBER, JR.
                                     G. Howard Ember, Jr.
                                     V.P./Finance and
                                     Chief Financial Officer

















                             -7C-